Ann: Cleansing Prospectus, page-19

Yawn Looks like we are getting ready lads !

1. 4.2 Listing Rules information requirements
   Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12-month period which exceeds 15% of the number of issued securities of the company held at the beginning of the 12-month period, except with the prior approval of shareholders of the company in a general meeting of the precise terms and conditions of the proposed issue.
   The effect of Resolution 3, if passed, will be that the issue of Shares will be exempt from the 15% limit under Listing Rule 7.1.
   Approval of Resolution 3 will allow the Company to issue the MGI Consideration Shares to MGI and provide the Company with flexibility during the next 12-month period to issue further equity securities to raise further capital if required.
   In accordance with Listing Rule 7.3, the following details are provided in relation to Resolution 3:
   1. (a) The maximum number of MGI Consideration Shares to be issued will be determined in accordance with the formula stated in Section 4.1 above.
   2. (b) The MGI Consideration Shares issued to MGI and its nominees will be issued on Completion of the Adidi-Kanga Gold Project Acquisition and receipt of approval from Shareholders to issue the Shares under this resolution. The Company will issue the Shares no later than 5 business days after the Meeting.
   3. (c) Should the Company exercise the option to issue MGI Consideration Shares to other investors to raise not more than US$5,000,000 to pay MGI in cash, the issue will be made to persons who are professional or sophisticated investors no later than 3 months after the General Meeting and will be issued progressively. None of the professional and sophisticated investors will be Related Parties of the Company.
   4. (d) The MGI Consideration Shares to be issued to MGI may be issued to MGI and/or MGI’s shareholders and advisers in numbers nominated by MGI.
   5. (e) The MGI Consideration Shares will be issued in consideration for the Acquisition and accordingly will be issued for nil cash consideration and no funds will be raised through the issue of the Shares. As noted above, the Company has the option to use the approval to issue Shares to other private investors that are unrelated to MGI or the Company to raise no more than US$5,000,000 (net of any costs) at a price of no less than A$0.022. If this option is used the funds will be used to pay MGI the consideration in cash to the extent the consideration is not paid by the issue of MGI Consideration Shares to MGI.
   6. (f) The MGI Consideration Shares will be fully paid ordinary Shares in the capital of the Company to be issued on the same terms and conditions as the existing Shares on issue –the Company will apply for quotation of the Shares on ASX.
   7. (g) The MGI Consideration Shares issued to MGI (or any of its associates) will be escrowed for a period of 12 months from issue date.

Don't let the truth get in the way of a good old fashioned ( Un Researched Down Ramp )


Ps. I enjoy debate , for and against ( It makes us all better ) but some comments are just so uninformed its scary !